MARRIOTT INTERNATIONAL INC /MD/ 8-K

What Happened

• Marriott International announced it entered a Terms Agreement on Feb 18, 2026 and issued two series of senior notes on Feb 20, 2026: $600 million of 4.500% Series WW Notes due May 1, 2033, and $850 million of 5.100% Series XX Notes due May 1, 2038. Net proceeds from the offering are approximately $1.425 billion after underwriting discounts and estimated expenses.
• Interest on both series is payable May 1 and November 1 each year, beginning November 1, 2026. The company may redeem the notes in whole or in part under the terms of the notes. The offering was underwritten by banks including Deutsche Bank, Citi, Fifth Third Securities and Goldman Sachs.

Key Details

• Aggregate principal: $1.45 billion ( $600M Series WW; $850M Series XX).
• Coupon rates and maturities: 4.500% due May 1, 2033; 5.100% due May 1, 2038.
• Net proceeds: ~ $1.425 billion after underwriting discount and expenses.
• Use of proceeds: for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases or repayment of outstanding indebtedness.

Why It Matters

• This is a sizable long-term debt raise that provides Marriott with additional liquidity for corporate needs and gives the company flexibility to fund capital projects, acquisitions, buybacks or pay down other debt.
• The fixed-rate coupons lock in interest costs through 2033 and 2038, which affects future interest expense and capital structure. Investors should note the potential impact on leverage and cash flow depending on how the proceeds are used.